...INTRODUCTION Company law has now put on a broad scope as a result of global economic and technological advancement in this era thus touching on a number of disciplines. Issues pertaining to the company and its administration has been clearly spelled out in the Companies Act 1963 (Act 179) of Ghana. Company law (or the law of business associations) is the field of law concerning companies and other business organizations. This includes corporations, partnerships and other associations which usually carry on some form of economic or charitable activity. The most prominent kind of company, usually referred to as a "corporation", is a "juristic person", i.e. it has separate legal personality, and those who invest money into the business have limited liability for any losses the company makes, governed by corporate law. The largest companies are usually publicly listed on stock exchanges around the world. Even single individuals, also known as sole traders may incorporate themselves and limit their liability in order to carry on a business. All different forms of companies depend on the particular law of the particular country in which they reside. MEMBERS MEETINGS AND RESOLUTIONS Members of a company are, according to section 30 of the Companies Act are; (1) The subscribers to the Regulations shall be deemed to be members of the company and on its registration shall be entered as members in the register of members referred to in section 32 of this Code (Section 30 (1)). ...
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...(a) Facts: Due to the global financial crisis, the business of Bling Bling Pty Ltd has declined and the company is in the process of insolvent and under the care of a liquidator. The liquidator has rejected Sue’s claim to the securities, which includes a substantial block of shares that were fully paid, and debentures for further substantial sum secured by charge over all company’s assets. Issue: Whether Sue can enforce her charge [security interest] against Bling Bling Pty Ltd ? Relevant case: Under corporate law, there is a rule of separate legal entity explained in the case of Salomon v Salomon & Co Ltd. Once a company is incorporated, there will be a distinction between private and company’s debts and assets, a company can contract with its members and a company can be liable in tort to a member. As seen in the final decision in the famous case of Salomon v Salomon & Co Ltd, “…once the company is legally incorporated it must be treated like any other independent person with rights and liabilities appropriate to itself…” Application: In this case, because of there is no fraud so the company is a separate legal entity. The debenture given by the company is valid, thus, Ms. Sue should succeed in her claim against the company in her capacity as a secured creditor with priority payment for company’s debt owed to her. (b) Fact: Ms. Sue sold her company and took out an insurance policy in her name to cover the goods against fire and theft. After burglars broke...
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...Questions B.Com. (III) Company Law Session 2012-13 (Short Answer Type Questions) (i) What do you mean by ‘Lifting of Corporate veil’? (ii) What is the difference between a Private company and Public company? (iii) Explain the procedure for converting a Private Ltd. company into a Public Ltd. company. (iv)Distinguish between transfer and transmission of shares. (v) What do you mean by the term ‘Charge’? (vi) Define Minutes. (vii) Explain the statutory provisions relating to quorum for different kinds of company meetings. (Long Answer Type Questions) Unit-I 1. Define the term ‘Company’. What are its characteristics? 2. Who is a Promoter? Discuss his legal position in relation to a company which he promotes. Also discuss the rights and liabilities of promoters. 3. What is Memorandum of Assoiation ? Set out various clauses which must be incorporated in the company’s memorandum. Also discuss the procedure for changing the object clause. 4. What is Prospectus? What are its contents? Also discuss the consequences of mis-statement in prospectus. Unit-II 5. What is a Share? Describe the various types of shares that can be issued by a company. 6. Define a Member. How can membership be acquired? Discuss the rights and liabilities of a member. 7. How are the Shares in a company transferred? Can the board of directors refuse to register transfer of shares? Whar is the remedy open to the transferee in such a case? 8. The Companies Act has prescribed limitation...
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... |Suggested evidence to be retained | |. | | | |1. |Each candidate should write a report that|A written report that can be used by Charles Prospect to| | |can be used by Charles Prospect to |give the required presentation to the client | | |deliver his presentation to Bean & Co. |It should clearly describe the personality of a company | | |The report will be assessed for the |separate from its owners and board | | |demonstrated knowledge of the legal |It should also describe the process by which a company | | |formation of a company, forms of |can be formed and registered | | |corporate body and procedures for company|The different forms of corporate body that can be formed| | |formation. Case Study 1 provides |should be clearly described | | |background information for this. | | | | | | | | | | | ...
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...corporate governance practice as well as other perspectives of corporate governance. We also hope to introduce to students some of the more pertinent issues and trends in this field. As part of our ‘E-learning week’, there will be online lectures for students to view. Students will also be expected to do some independent study and research into the topic, which will form the base for the mid-term written assignment. At the end of the e-learning sessions, students should have a working understanding of: • What is meant by ‘corporate governance’; • Key milestones in the development of corporate governance in Singapore; • The regulatory framework for corporate governance in Singapore; • The interaction between Company Law and corporate governance; • Key regulatory mechanisms for Corporate Governance in Singapore; and • The provisions and operation of the Singapore Code of Corporate Governance 2012 Readings Many articles have been posted to help you along with writing the essay but you are required to be discerning and make your own selection of which articles to read. You may also do your own research to supplement the articles. Matters for study and independent research / discussion 1. What do you understand by the term ‘Corporate Governance’ and what are its...
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...in Public Law: Challenges and Perspectives, Faculty of Law, Universiti Teknologi MARA (UiTM), 13th to 14 December 2011, Shah Alam, Malaysia. ABSTRACT In Newton v Birmingham Small Arms Co (1906), the English court made it clear that the rights of auditors cannot be abridged nor restricted by any regulations of the company. This is to ensure that the auditors’ rights are secured. The rights are unqualified and this will enable auditors to discharge their role and duties effectively. Additionally, the Companies Act 1965 (CA) gives substantive powers to enable auditors to carry out their duties effectively. This is because if their hands are tied, they will not be able to uncover any wrongdoings by the company’s management. In fact, any one who obstructs their duties, is in breach of the CA. Auditors have a right of access at all reasonable times to the accounting records and other records, including registers of the company. Moreover, the CA provides that auditors enjoy qualified privilege in certain circumstances. Thus, this study investigates imperative issues on the office of auditors concerning rights, powers and privilege. This is to strengthen the role and duties of auditors to bring about a more meaningful existence of auditors. In doing so, this study will explore the necessary reforms that should be made on the issues concerning the office of auditors. Auditors’ office and powers should not be taken lightly. Nevertheless, the provisions in ‘the Companies Act’, Banking...
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...MEANING, CHARACTERISTICS AND TYPES OF A COMPANY STRUCTURE 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.0 Objective Introduction Meaning of Company Characteristics of a Company Distinction between Company and Partnership Types of Company Summary Keywords Self Assessment Questions Suggested Readings OBJECTIVE After reading this lesson, you should be able to: (a) (b) (c) 1.1 Define a company and explain its features. Make a distribution between company and partnership firm. Explain the various types of companies. INTRODUCTION Industrial has revolution led to the emergence of large scale business organizations. These organization require big investments and the risk involved is very high. Limited resources and unlimited liability of partners are two important limitations of partnerships of partnerships in undertaking big business. Joint Stock Company form of business organization has become extremely popular as it provides a solution to (1) overcome the limitations of partnership business. The Multinational companies like Coca-Cola and, General Motors have their investors and customers spread throughout the world. The giant Indian Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc. 1.2 MEANING OF COMPANY Section 3 (1) (i) of the Companies Act, 1956 defines a company as “a company formed and registered under this Act or an existing company”. Section 3(1) (ii) Of the act states...
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...person; and ❖ the sole purpose of the company was to obtain the benefit of limited liability. Macaura v Northern Assurance: Where a member transfers property to his company, he loses any proprietary interest in the property. [A company owns property distinct from the property of its members.] LIFTING the corporate veil Incorporation for a fraudulent/improper purpose ❖ Gilford Motor v Horne: If the company was formed for the primary purpose of avoiding existing contractual obligations, the corporate veil is lifted. ➢ *H resigned from his position as managing director of GM. ➢ *H started a business under his name which competed with GM. ➢ *H discovered that the former service agreement provided that he would not, at any time, solicit customers of GM. ➢ *A company was incorporated in the name of H’s wife, which then conducted the business. ➢ *Although H was not a shareholder of the company, he conducted its affairs. ➢ *The company sent circulars to GM’s customers, seeking their business. ➢ The company was formed for the purpose of avoiding existing contractual obligations ( it was a “mere cloak or sham” used as a device ( corporate veil was lifted. Agency relationship of holding company & subsidiary ❖ Adams v Cape Industries: Subsidiary companies will be treated as separate legal entities. ➢ *C, holding company, set up subsidiaries in US specifically to evade US product liability laws. ➢ Holding company was not present in the US even though...
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...partner, so Mr. Salomon business into a limited company. Then according to the company law, set up a company to be at least 7 shareholders holding at further 1 share each. So, Mr. Salomon gave himself a shares, also gave him a share of his wife and five children. Mr. Salomon company 20007 shares, but he holds 20001 shares, and his family members each have a share. With the passage of time, Mr. Salomon's company faces the difficulty. In order to raise funds, and also the company, Mr. Salomon sold its own debt to Benedick. To raise the money but can't let company to prevent more problems, because the money is used for business. Creditors discovered the money just can be used to repay the debt creditors holding it, it's considered a secured creditor. This event will be brought to the court or the Supreme Court. They all think that creditors cannot recover their entire debt contract with the company, so not with Mr. Salomon. After a series of the appeals, it is considered by Salomon v Salomon & Co Ltd is a company, with separate legal personality qualification, so also can’t say Mr. Salomon owned by the company. The company and Mr. Salomon have two legal persons in the law. So it is has the right to enter into a contract. The principle in Salomon are a company must be an independent legal person, but from other members or shareholders. The principle of Salomon must also know the veil of incorporation of the company. If a company will formally merge, courts usually don’t see the...
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...Umunna represent the law in Singapore? To determine whether the decision in Island Export Finance Ltd (IEF Ltd) v Umunna represent the law in Singapore, the application of the common and statutory law will be used. Upon applying the right principles, the decision will represent Singapore law. Resignation to take up a corporate opportunity Singapore law states that the court held a director breached of his duty by taking up the opportunity if he resigns from a company to take up a corporate opportunity without the company’s permission where (i) the resignation was prompted or influenced by a desire to acquire the opportunity sought by the company or (ii) it was the director’s position with the company rather than a new initiative that led the director to the opportunity which the director later acquired. Intention for resignation A director will be held in breach of duty if his main intention of resignation is to take up the opportunity. Based on the facts, Umunna resigned due to his dissatisfaction with IEF. Hence, U was held not in breach of his fiduciary duty. This aligned with Singapore law as seen from Personal Automation Mart [PAM] v Tan Swe Sang where Tan resigns to take advantage of the contract sought by PAM and the court held that Tan had breached her fiduciary duties. Definition of corporate opportunity and source of information Singapore law defines a corporate opportunity as a business opportunity which the company is considering or...
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...Law: For companies registered after 1 July 1998, there are two choices; do not register a corporate constitution and allow the replaceable rules to automatically apply; or create a specific corporate constitution which will automatically displace the replaceable rules in their entirety or in part (if so stated expressly) . If both the contract and constitution are dependent on each other, then even if the constitution is amended so as to permit dismissal of the director, he can still claim damages arising out of breach of the contract this is evident in the case Carrier Australasia Ltd v Hunt (1939) 61 CLR 534. Hunt sued Carrier for wrongful dismissal and the Supreme Court held that although the company had power to alter its articles it was liable for damages for breach of contract. The constitution does not create a legal relationship between the company and outsiders, and therefore cannot be enforced by an outsider against the company, evidence of this is shown in Eley v Positive Government Security Life Assurance Co (1875) 1 Ex D 20. The corporate constitution could only be enforced by a member if it affected their member status. As the constitution status as company solicitor did not affect him as a member of the company, he could not take action to enforce the constitution to allow him to continue as the company solicitor. Application: Even though a special resolution conforming to all the requirements of the Corporations Act 2001 was passed by shareholders removing...
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...1. Easy Groceries Pty Ltd: the Company Issue The issue here is Easy Groceries Pty Ltd is liable for the debts incurred as a separate legal entity to its directors and shareholders? Or will its directors be personally liable for its debts? Law Upon incorporation, a company becomes a separate legal entity from its directors and members (s119). It can sue and be sued, acquire assets and debts, and enter into contracts in its own name. Its existence can lasts a lifetime as well. The Doctrine of Separate Legal Entity also known as “corporate veil” entails that the Directors of a Company have no personal liability while its Shareholders are only liable up to the amount they paid for their shares. In Salomon v Salomon & Co Ltd Case, Mr. Salomon was the majority shareholder and a secured creditor of the company. Upon winding up, the liquidators argued that Mr. Salomon must not be considered as a secured creditor since he was in control of the company itself. But the Court’s decision recognized Mr. Salomon as a secured creditor since the company has a separate legal personality from the directors and shareholder upon its registration and it has nothing to do with Mr. Salomon being a secured creditor. Application Applying s119 corporations act, Easy Groceries Pty Ltd is a separate legal entity from its directors and shareholders, meaning that Easy Groceries Pty Ltd as a company itself is liable for the debts that occurred. Conclusion As an own legal entity...
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...‘Directors duties occupy a strange position in company law. They must be sufficiently strong so as to keep directors in line but sufficiently weak to allow directors to take risks. It is no wonder the courts can’t enforce them properly.’ Do you agree with the above statement? By any measure the 2006 Act is a momentous and monumental piece of legislation. The largest statute ever enacted by the Westminster Parliament, it has engineered the modernisation, consolidation and codification of the vast panoply of UK company law. The Act subsumed the compendious 1985 Companies Act, and the Companies Act 1989.The modernisation of UK company law necessitated reform, redrafting and reorganisation in many fields. The law relating to directors’ duties received particular attention. Indeed, it is submitted that the reforms made in the context of the law on directors’ duties constitute some of the most important and valuable innovations incorporated in the new Act. Under s.171 CA 2006 a director must act in accordance with the company’s constitution and only exercise powers for the purposes for which they are conferred. This was formerly known in the case law as the proper purpose rule. In the case of Hogg v Cramphorn Ltd the principle found was that it was not enough that the directors issued the shares in the honest belief that it was in the best interest of the company. Hence the power must have been exercised for its proper purpose. In Howard Smith Ltd v Ampol Petroleum Ltd the Supreme...
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...they have been the victim of wrongdoing by those in a ‘majority’……….…………………...Pg 7 & 8 References………………………………………………………………………………………………………………….Pg 9 & 10 Introduction of the Case of Foss v. Harbottle The Victoria Park Company is a company had been established during September 1835. This company is to establish a residential area for the prosperous business and professional families to stay. This estate will be established to the east of Wilmslow Road. Richard Foss and Edward Starkie are the minority shareholders. A bill was lodged by 2 shareholders of the company that incorporated by Art of Parliament, on their own and the other shareholders’ behalf. In the case they claim that fraudulent transactions misapplying the company’s assets did by 3 bankruptcy directors, a solicitor, proprietor and architect, and take some unqualified people to put in board of director to make it full and a company without clerk or office, in this situation the proprietors has no rights to take out the property from the hand of defendant directors. Observations were made on this point of case is that the trust between the company and company promoters had arises. Void transaction is not necessarily to be created by the possible of avoiding a transaction. A company can select to apply the transaction later and hold the directors bound by them. If the act is given the power that authorized the transaction on mortgage then they can be confirmed. Although this act is the act beyond the power...
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...The Companies Act 2006 ( CA2006) was implement on 1st of October 2009. The Act contains an extensive code of company for United Kingdom and altered most of the aspect of the law in relation to companies. Furthermore, plenty of provisions for public and private had been introduced. Moreover the long term of investment and shareholder engagement has been enhanced. Sole Trader is owned or run a private corporation by one person who can control over decision making. Moreover the owner entitled to receive an all the profits. The drawbacks are unlimited risk for example the owner is entitled to pay off the debenture and damage of his business. It also has finance limited to resources of an individual. Partnership is consists of two or more individual and equally liable for the debts incurred by the business. It can share expensive resources and risks together. Moreover, undertake heavy workload. There would be a problem if the partnership changes. Limited Liability Partnership is a general partner which was introduced by The Limited Libility Partnership Act 2000. It is a separate legal personality and hybrid. Do not need to apply Partnership law. Partners are not directly responsible for debts. Limited Liability Company is a separate legal entity personality with limited liability. Has potential to acess winder range of funding. The disadvantages are accounting arrangement made public. It may be an illusion for small company. Company limited by Shares have ability to increase...
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